Florida Corporations Flashcards
1
Q
Florida corporations are governed by what Florida Statute?
A
Florida’s Business Corporation Act.
2
Q
Florida’s Business Corporation Act is based substantively on what?
A
Based substantively on the Model BusinessCorporation Act as amended in 1984.
3
Q
What do Florida courts often rely on if no Florida case has addressed the question at hand?
A
On judicial precedent from other Model Act jurisdictions.
4
Q
What is a corporation?
A
A separate legal entity distinct from its shareholders.
5
Q
May a corporation generally exercise through its agents the same rights and privileges as a natural person?
A
Corporations may generally exercise through its agent the same rights and privileges as a natural person.
6
Q
What are the principal advantages of the corporate form?
A
Limited liability of shareholders for corporate obligations; centralized management; continuity of existence; ease of transferring ownership; and access to capita through the sale of shares.
7
Q
What is double taxation in florida corporation?
A
Double taxation is when florida corporate earnings paid to shareholders are taxed as income to the corporation and as income to the shareholder.
8
Q
How can small businesses avoid double taxation?
A
Small business corporations may avoid this by electing taxation under Subchapter S of the Internal Revenue Code.
9
Q
Under Subchapter S of the Internal Revenue Code, how are taxes assessed?
A
Taxes corporate income directly to the shareholders in proportion to their ownership.
10
Q
What must corporations qualified to do business in Florida file?
A
A annual report with the department of state.
11
Q
A corporation failing to file a mandatory annual report with the department of state what?
A
May not bring or defend an action in Florida courts until the report is filed and may be involuntarily dissolved.
12
Q
Each corporation qualified to do business in Florida must maintain what?
A
Must maintain a registered office and agent in Florida.
13
Q
What kind of powers are conferred upon all corporations to allow them to carry out their purposes?
A
Broad statutory powers.
14
Q
How may broad statutory powers conferred upon all corporations be limited or expanded?
A
Through the corporation’s articles.
15
Q
What are some of the broad statutory powers conferred on all corporations to allow them to carry out their purposes?
A
The power to hold property, enter contracts borrow money, lend money (except to outside directors) hold and vote securities, indemnify agents, and donate to charity.
16
Q
May corporations contribute to candidates for state or local office?
A
Corporations may contribute within limits to candidates for state or local office.
17
Q
May corporations expend funds to support or oppose ballot referendums or candidate for political office?
A
Corporations may expend funds as free as individuals i border to support or oppose ballot referendums or a candidate for political office.
18
Q
Corporations may expend funds as free as individuals in order to support or oppose ballot referendums or a candidate for political office so long as what?
A
So long as the spending is independent of a candidate.
19
Q
What basic two things are corporations liable for?
A
Their contracts and for torts committed by their agents.
20
Q
When may a corporation be held liable for punitive damages?
A
When an employee or agent angles in international misconduct or is grossly negligent and the corporation participates in or condones the conduct or is itself grossly negligent.
21
Q
What are ultra vires acts?
A
Ultra vires acts are those beyond the power of the corporation conferred b law or by a corporations charter.
22
Q
When did common law allow the fact that a particular act was ultra vires to be asserted?
A
As a defense by a corporation.
23
Q
Has the defense of ultra vires been abolished?
A
The ultra vires doctrine has generally been abolished.
24
Q
The ultra vires doctrine has generally been abolished except?
A
Except that a shareholder derivative suit may be brought against the corporation to enjoin performance of a specific ultra vires executory contract and the corporation may bring suit against officers or directors to recover damages for past ultra vires acts that damaged the corporation.
25
Florida corporations generally can do what based of the road statutory powers conferred?
Anything tha tis rationally related to a business purpose except done to candidates for federal office.
26
How may an act be found to be an ultra vires act and if so will the ultra virus doctrine apply?
Generally only where the corporation's articles restrict its powers. The ultra vires doctrine provides for a very limited defense so a corporation will not avoid a contract merely because the contract is outside the corporation's powers.
27
What may constitute incorporators for the formation of a Florida corporation?
Natural persons, corporations, partnerships, or association.
28
What is the articles of incorporation?
The agreement among the incorporators regarding details of the corporation's organization.
29
What must the articles of incorporation of a Florida corporation state?
The corporation's name indicating its corporate status, the number of shares and distinguishing characteristics of each class or series, the preemptive rights (none if not stated), the address of the initial registered office, the name of initial registered agent together with the agent written acceptance, the names and addresses of the incorporators, the address of principal office if known and mailing address of the corporation.
30
What may the articles of incorporation of a Florida corporation state?
The corporation;s number of directors constitution the initial board and their names and addresses, the par value of stock or a statement that stock shall have no part value, the imposition of personal liability on shareholders to a specific extent and on specific conditions,the initial purposes when may include any lawful business, and an;y other provision not inconsistent with law regarding managing the business or defining powers of the corporation directors and shareholders.
31
Under what conditions are the articles of incorporation of a Florida corporation filed?
Upon the incorporators delivering the articles of incorporation to the department of state and all legal requirements being met.
32
Upon the filing of the articles of incorporation of a Florida corporation, what?
Upon the filing of the articles of incorporation of a Florida corporation, the corporate existence begins.
33
Under Florida law, the filing of the articles of incorporation is deemed as what?
As conclusive evidence of valid incorporation.
34
Under Florida law the filing of the articles of incorporation is deemed conclusive evidence of valid incorporation except what?
Except as against the state.
35
Due to Florida law deeming the filing of the article of incorporation as conclusive evidence of valid incorporation except as against the state, the common law concepts of de jure corporation, de facto corporation, and corporation by estoppel what?
In Florida, the common law concepts of de jure corporation, de facto corporation, and corporation by estoppel have limited application.
36
What is de jure corporation?
Common law this corporation was formed upon substantial compliance with all mandatory requirements for incorporation; and its corporate status could not be challenged by anyone, even the state.
37
What is de facto corporation? When is this doctrine not available?
A corporation may exist even with a substantial defect in formation if there has been a good faith effort to incorporate, colorable compliance with the law, and actuals of corporate status. This doctrine is not available when defendant had actual knowledge of the lack of incorporation.
38
What is corporation be estoppel?
An equitable doctrine that may be applied when persons have dealt with a defectively formed corporation as if it were a legal corporation; the persons may be estopped from avoiding contracts or attempting to hold shareholders personal liable on grounds of defective corporation status.
39
When is the doctrine of corporation by estoppel not normally applicable?
In tort actions where there has been no course of dealing.
40
Due to Florida statute, a person can be held personally liable for a deceptively formed corporation only if what?
The person purports to act on behalf of the corporation with knowledge that there was no valid incorporation.
41
In Florida, when is a person who purports to act on behalf of the corporation with knowledge that there was no laid incorporation not personally liable?
When a third party also had knowledge that there was no valid incorporation, to that third party.
42
What does pierce the corporate veil mean?
Disregard the corporate entity.
43
May a court pierce the corporate veil?
In certain situations, a court may disregard the corporate entity.
44
If a court does pierce the corporate veil, who is liable for what?
Shareholders who are active in the business may beheld jointly and severally able as if they were parters; inactive shareholders are generally not held liable.
45
What is the alter ego doctrine? What does Florida law require for the alter ego doctrine to apply?
Doctrine that allows the court to disregard the corporate entity (pierce the corporate veil) when the corporation appears to be the alter ego of the shareholders and used by them as a conduit for their personal affairs. Florida law requires a showing of improper conduct.
46
What does thin capitalization mean?
A corporation must have capital adequate to meet the corporation's reasonably foreseeable needs.
47
What is the deep rock doctrine?
In bankruptcy proceedings, capital contributions denominated loans by shareholders of close corporations may be subordinated to debts owed to outsiders.
48
What is a subsidiary corporation?
A subset of a parent corporation.
49
When may a parent corporation be liable for the debts of a subsidiary ?
When the subsidiary is inadequately capitalized, intermingled with the parent, or otherwise not a true distinct entity.
50
What does capital structure refer to in corporation?
Capital structure refers to long-term investment in the corporation (stock and bonds and preferred stocks and bonds and common stocks).
51
What is authorized capital?
Authorized capital is the number and kinds of shares provided for in the articles of incorporation, whether or not actually issued.
52
How many classes of common stock, voting or non-voting, must be included in the articles of corporation?
There must be at least one class of common stock, voting or nonvoting, representing the residual ownership of the corporation.
53
How many kinds of preferred stock, voting or non-voting, may be included in the articles of incorporation and what does preferred generally indicate?
Preferred stock, voting or non-voting, may be of several different kinds, generally with a right to be paid a fixed dividend ahead of any dividend payments to holders of common stock.
54
What is a subscription agreement? When was a subscription agreement revocable under common law versus current Florida statute?
A subscription agreement is a contract under which the subscriber agrees to purchase a certain number of shares at a specified price. Under common law, subscription agreements were generally revocable until adopted by the corporation; the Florida statute makes reincorporation subscription agreements irrevocable for six months unless otherwise provided.
55
What is consideration for shares in Florida? Who determines the amount and adequacy of consideration?
Cash property past services or promises to perform services evidenced by a written contract. The board determines the amount and adequacy of consideration. The board's judgment is conclusive in Florida.
56
What happens if a holder of or subscriber to shares pays less than the full consideration he agreed to pay?
He may be held liable by the corporation and its successors and assigns trustees in bankruptcy and shareholders suing derivatively.
57
What is the doctrine of equitable contribution?
The doctrine setting all subscribers purchasing stock last the same time should pay the same price and the price for new stock issues should be adequate so as not to dilute unfairly the value of existing shareholders stock.
58
Stocks and bonds issue by a corporation must satisfy the requirements of what?
The federal Securities Act of 1933.
59
What must be filed with the SEC disclosing all material facts for nonexempt securities?
A registration statement disclosing all material facts must be filed with the SEC for nonexempt securities.
60
What state laws regulate the sale of securities and what do those laws do?
Sales of securities are also regulated through state blue sky laws. State blue sky laws impose standards governing the quality of securities sold in addition to the disclosure and antifraud provisions.
61
What are preemptive rights?
Rights that entitle a shareholder to purchase a number of shares of new stock or treasury shares that are being issued sufficient to maintain her relative voting strength.
62
In Florida, unless granted in the articles of incorporation, what preemptive rights do shareholders have?
In Florida, shareholders have no preemptive rights to acquire unissued shares or treasury shares unless granted by the articles.
63
A corporation may acquire its own shares subject to what?
Subject to the same limitations set forth for other distributions.
64
In repurchase by installment, when is the effect of the distribution for purposes of the two solvency tests measured?
In repurchase by installment, the effect o the distribution for purposes of the two solvency tests is measured as the earlier of the date money or other property is transferred or debt incurred by the corporation, or the date the shareholder ceases to be a shareholder with respect to the acquire shares.
65
If the articles of incorporation prohibit the re-issuance of acquired shares, what happens to the number of authorized shares upon amendment of the articles.
The number of authorized shares is reduced by the number of shares acquired, upon amendment of the articles of incorporation.
66
Has Florida adopted the 1994 revision of UCC Article 8 Investment Securities?
Florida has adopted the 1994 revision of UCC Article 8 Investment Securities.
67
In Florida, an investment security may be either _____ or ______.
In Florida, an investment security may be either certificated or uncertificated.
68
What does certificated mean?
The security is represented by an instrument issued in bearer or registered form.
69
What does uncertificated mean?
The security is not represented by an instrument; it is registered on the books maintained by the issuer.
70
Under the provisions of Article 8, is a contract or modification of a contract of the purchase or sale of an investment security within the statute of frauds?
A contract or modification of a contract for the purchase or sale of an investment security is not within the Statute of Frauds.
71
Under the provisions of Article 8, when does an issuer have a defense against a purchaser for value?
In general, an issuer has very limited defenses against a purchaser for value, except where the certify ate is not genuine.
72
Under the provisions of Article 8, the seller of a security warrant what three things to the purchaser for value?
The seller of a security warrants to the purchaser for value that the transfer is effective and rightful, that the security is genuine and unaltered, and that she knows of no fact impairing its validity.
73
Under the provisions of Article 8, the true owner of a wrongfully transferred security may reclaim it from who, except what
Under the provisions of Article 8, the true owner of a wrongfully transferred security may go against who, unless what?
The true owner of a wrongfully transferred security may reclaim it from anyone except a protected purchaser.
The true owner may also go against a protected purchaser if the security was transferred because of an unauthorized inducement, unless the protected purchaser has in good faith received a new certificate or had the transfer registered in her name.
74
Under the provisions of Article 8, the true owner of a lost destroyed or wrongfully taken certificated security is entitled to a replacement if what three requirements are met?
The true owner of a lost destroyed or wrongfully taken certificated security is entitled to a replacement if she demands it before the issuer has notice that a protected purchaser holds the original, files an indemnity bond, and satisfies the issuer's other reasonable requirements.
75
Under the provisions of Article 8, if a protected purchaser later turns up with the original certificated security, the issuer must what?
The issuer must register it, even if the issuer has also registered a replacement to the true owner.
76
Under the provisions of Article 8, once an issuer registers an original certificated security after having registered a replacement to the true owner, the issuer may what?
The issuer may reclaim the replacement or may sue on the indemnity bond.
77
What is an example of a restriction on the transfer of stock?
A right of first refusal upon sale.
78
When are restrictions on the transfer of stock common?
In close corporations.
79
When will restrictions be enforced?
When they are reasonable.
80
By Florida statute, certificates must what or what?
Certificates must summarize on their face any restrictions pertaining to their transfer or state that the corporation will furnish a full statement thereof.
81
A third party who purchases stock without notice of restrictions can do what?
Can compel a corporation to transfer stock to him on its books even though the transfer violates an existing agreement.
82
If a third party purchases stock with notice of the restriction on transfer, she has what?
She has no rights against the corporation for failure to transfer, but may recover from the seller.
83
Do the majority of courts today require insiders to disclose inside information to persons from whom they buy shares?
The majority of courts today do not requires insiders to disclose inside information to persons from whom they buy shares.
84
What is the special facts doctrine?
The special facts doctrine is an exception to the general rule that the majority of courts today do not require insiders to disclose inside information to persons from whom they buy shares.
85
What does the special facts doctrine state?
Insiders dealing face to face with shareholder/sellers must disclose inside facts of an unusual nature.
86
Do Florida courts hold directors and tippees liable to the corporation for personal profits realized in trading on the basis of inside information?
Florida courts do not hold directors and tippees liable to the corporation of personal profits realized in trading on the basis of inside information.
87
What are the four categories of important federal securities law in relation to Florida corporations?
Section 16(b) of the securities exchange act of 1934, SEC Rule 10b-5, federal insider trading sanctions, and regulations of tender offers.
88
What does Section 16(b) of the Securities Exchange Act of 1934 require?
That officers, directors, and 10% shareholders return to their corporation all profits from any purchase and sale or sale and repurchase of shares within a six month period.
89
Does Section 16(b) of the Securities Exchange Act of 1934 require a showing of bad faith or use of inside information?
Section 16(b) of the Securities Exchange Act of 1934 requires no showing of bad faith or use of inside information.
90
What does Section 16(b) of the Securities Exchange Act of 1934 apply to?
Section 16(b) of the Securities Exchange Act of 1934 applies to publicly held corporations whose shares are traded on a national exchange, or that have at lease 2,000 shares, or 500 shareholders who are not accredited investors in any outstanding class and more than $10 million in assets.
91
Under Section 16(b) of the Securities Exchange Act of 1934, accredited investors include who?
Accredited investors include high income or net worth individuals and officers or directors of the issuer.
92
SEC Rule 10b-5 broadly prohibits what, subject only to what?
Fraud and deceit including omissions of any material fact in connection which purchase or sale of any security, subject only to a minimal menus with interstate commerce and showing of scienter.
93
Rule 10b-5 is concerned only with what and not what? Is its application limited to insiders?
Rule 10b-5 is concerned only with adequate disclosure and not with substantive fairness. Its application is not limited to insiders.
94
Enforcement of Rule 10b-5 is by what or what?
Enforcement is by SEC injunction or action requiring violators to disgorge their profits or by private civil action for damages.
95
Federal insider trading sanctions allow for what?
To SEC to sue persons including tippees illegally trading on the basis of inside information for an amount equal to three times their profit or loss avoided.
96
Under federal insider trading sanctions, private persons who trade contemporaneously with a securities law violator may sue for what?
Private persons who trade contemporaneously with a securities law violator may sue for damages.
97
What is a tender offer and what is usually the sell price of a tender offer?
A tender offer is a public invitation to shareholders to sell their shares in the targeted corporation, usually at a premium over the market price.
98
A tender offer is often conditioned on what?
Acceptance by the folders of a specified number of shares.
99
What is the Williams Act in relation to tender offers?
Act that imposes antifraud and disclosure requirements on all tender offers involving more than 5% of a target's stock.
100
What are control share acquisition statutes in relation to tender offers and how do they operate?
Statutes to protect corporations from outside takeovers that usually operate by disenfranchising the control shares acquired by a tender offer until the remaining shareholders approve restoration of voting rights and provide other protections.
101
What do Florida blue sky laws contain and what are they similar to?
Broad antifraud provisions, similar to those of SEC Rule 10b-5.
102
Do the Florida blue sky laws require scienter?
Florida blue sky laws do not require science.
103
When may the Florida blue sky laws be the only basis for civil relief?
When the transaction has no nexus with interstate commerce.
104
What is a promoter?
Person who undertakes to form a corporation and to procure the necessary capital and other items.
105
Who is not considered a promoter? What is an incorporator?
Persons such as attorneys acting in a professional advisory capacity. An incorporator is one who signs the articles of incorporation and may or may not be a promoter.
106
What fiduciary duty do promoters have?
Promoters must act in good faith and in the best interest of all investors.
107
A promoter who profits from a sale to the corporation may be liable to it for _____ or forced to _____, unless what?
A promoter who profits from a sale to the corporation may be liable to it for the profits or forced to rescind the sale unless there was a full disclosure to and approval by the directors or shareholders.
108
Do promoters remain liable on contract they enter on behalf of the corporation, even after the corporation adopts the contract?
Except as a particular contract otherwise provides, promoters remain liable on contracts they enter on behalf of the corporation, even after the corporation adopts the contract, unless the parties agree to a novation.
109
Promoters remain liable on contract they enter on behalf of the corporation even after the corporation adopts the contract, unless what?
Unless, the parties agree to a novation.
110
Are persons purporting to act on behalf of a corporation having actual knowledge that there was no incorporation liable for all liabilities created while so acting?
Persons purporting to act on behalf of a corporation having actual knowledge that there was no incorporation are jointly and severally liable for all liabilities created while so acting.
111
Persons purporting to act on behalf of a corporation having actual knowledge that there was no incorporation are jointly and severally liable for all liabilities created while so acting, except for what?
Except for those created to persons also having knowledge that no incorporation took place.
112
Generally a promoter will be personally liable on a pre-incorporation contract unless what?
Unless the contract clearly negates personal liability, in which case it will be treated as a continuing offer to the corporation.
113
Even after the corporation is formed and adopts the reincorporation contract, the promoter remains personally liable unless what?
Unless there is a novation.
114
What is a novation?
A novation is a specific agreement by all parties that the promoter shall be released and the corporation substituted for the promoter.
115
In general, does a promoter have right of action to recover expenses or salary form the corporation?
In general, a promoter has no right of to recover expenses or salary from the corporation.
116
In general a promoter has no right to recover expense or salary from the corporation, but some courts what?
But some courts have allowed recovery of the reasonable value of services rendered.
117
If the corporation is never formed, promoters must what?
Promoters must return all subscribers' money even if there has been no wrongdoing.
118
Do shareholders normally have the power to control the day-to-day management of a corporation?
Shareholders normally do not have power to control the day-to-day management of a corporation, but may be given management powers by the articles.
119
Shareholders normally do not have power to control the day-to-day management of a corporation, but shareholders may be given management powers by what?
By the articles of incorporation.
120
What are the three ways that shareholders exercise indirect management of a corporation?
Shareholders exercise indirect management by electing directors, amending articles or bylaws, or approving fundamental corporate changes.
121
Power to run the day-to-day affairs of a corporation is vested in what?
In the board of directors.
122
Who has the power to elect the board of directors?
The shareholders.
123
If there are relatively few shareholders and the corporation's shares are not publicly traded the shareholders may are to what?
Dispense with the board of directors by describing a person or persons who will have the power of the board.
124
What constitutes relatively few shareholders of a Florida corporation?
100 or fewer.
125
Annual meetings must be held for what?
For the election of directors and other business.
126
Special meeting may be held for what?
Called for any appropriate purpose.
127
Shareholders must be notified of meetings, including the purpose of special meetings when?
At least 10 days in advance.
128
What must normal be approve by the shareholders?
Al fundamental changes.
129
How is eligibility to vote determined?
Eligibility in determined by stock ownership as of the record date.
130
When may the eligibility to vote be determined?
The record date may be determined not more than 70 days before the meeting.
131
What is a quorum?
A majority of shares entitled to vote, unless otherwise provided.
132
May voting be by proxy?
Corporate voting in Florida may be by proxy.
133
May the article of incorporation provide for cumulative voting for directors?
The articles of incorporation may provide for cumulative voting for directors.
134
What is cumulative voting for directors?
Cumulative voting is a voting method that gives each shareholder number of votes dual to the number of voting shares he holds times the number of directors to be elected.
135
Who does cumulative voting aid in achieving representation on the board of directors?
Cumulative voting aids minority shareholders in achieving representation on the board of directors.
136
In general, may a shareholder compel directors to declare dividends?
In general, shareholders cannot compel directors to declare dividends.
137
Absent what, directors are given what discretion in the declaration of dividends.
Absent bad faith, directors are given wide discretion in the declaration of dividends.
138
Once declared, may a dividend be revoked?
Once declared, a dividend may not be revoked.
139
Once declared, a dividend may not be revoked, unless what?
Unless the dividend payment would be illegal.
140
What does declaration of a dividend create?
Declaration of a dividend creates an enforceable debt owed to the shareholders.
141
In order to be legal, how many tests must be met for distribution other than a distribution of the corporation's own shares?
Two tests must be met for distribution other than a distribution of the corporation's own shares to be legal.
142
What are the two tests that must be met for distribution other than a distribution of the corporation's own shares to be legal?
Equity test and balance sheet or bankruptcy test.
143
What is the equity test?
A distribution of dividends is permissible only if after giving it effect the corporation will be able to pay its debts as they become due in the usual course of business.
144
What is the balance sheet or bankruptcy test?
Distributions are limited dot the amount by which total assets exceed the sum of total liabilities and the liquidation preference of preferred shares.
145
Directors who ______ or ______ vote to declare dividends are liable to the corporation for what amount?
Willfully or negligently vote to declare dividends are liable to the corporation for the amount paid improperly.
146
Does Florida's director immunity statute insulate directors from liability for willfully or negligently voting to declare dividends up to the amount paid improperly?
Florida's director immunity statute does not insulate directors from liability for willfully or negligently voting to declare dividend sup to the amount paid improperly.
147
What amount are shareholders liable to corporate creditors or the corporation's trustee in bankruptcy?
Shareholders are liable to corporate creditors or the corporation's trustee in bankruptcy for the amount of dividends received, whether or not they knew the corporation was insolvent.
148
Is the amount shareholders are liable to corporate creditors or the corporation's trustee in bankruptcy affected by whether or not why knew the corporation was insolvent?
No, shareholders are liable to corporate creditors or the corporation's trustee in bankruptcy for the amount of dividends received, whether or not they knew the corporation was insolvent.
149
Every shareholder has an absolute right to inspect, during regular business hours at the corporation's principal office, what?
The articles of incorporation, bylaws, minutes of shareholders' meetings, resolutions of the board creating on e or more series or classes of shares, lists of the names and business addresses of the current directors and officers, and the most recent annual report.
150
A shareholder of a Florida corporation or a foreign corporation authorized to transact business in Florida, who resides in Florida, is entitled to inspect the bylaws an for a list of the names and business addresses of the current director and officers on how much notice an where?
On five days' written notice at a reasonable location in Florida specified by the corporation.
151
If what three requirements are met, the shareholders may inspect the minutes of any meeting of the board, the accounting records of the corporation. the record of shareholders, and any other books and records?
If the demand is made in good faith and for a proper purpose, if the shareholder describes with reasonable particularity his purpose an doth records he desires to inspect, and if the record are directly connected to his purpose.
152
When must written demand be made before the day on which a shareholder wishes to inspect the minutes of any board meeting, accounting records, record of shareholders, any any other book?
Written demand must be made at least five business days before the day on which the shareholder wishes to inspect.
153
May shareholders establish a voting trust to irrevocably confer upon a trustee the right to vote their shares?
.
154
Does the trust agreement have to be deposited with the corporation and is it subject to inspection by any shareholder?
.
155
Are trust certificates representing shares freely transferable?
Trust certificates representing shares are freely transferable.
156
Trust certificates representing shares are freely transferable but what?
But the transferee is bound by the agreement.
157
What is a pooling agreement?
Agreement where shareholders agree to vote their shares a certain way.
158
Must a pooling agreement be in writing and signed.
A pooling agreement must be in writing and signed.
159
When are transfers of the shares bound by the pooling agreement?
When the existence of the agreement is not;ed on the share certificate or they otherwise have notice of it.
160
What may be available to enforce a pooling agreement
Specific performance.
161
Will the Florida statute applicable to close corporations hold them invalid as between the parties on the ground that they violate the corporate nom?
The Florida statue applicable to close corporations authorizes a rang of shareholder agreements, and will l not hold them invalid as between the parties on the grounds that they violate the corporate norm.
162
The Florida statute applies to close corporations only when what?
Only when all shareholders consent.
163
In general, do shareholders have a fiduciary duty to the corporation?
In general, shareholders have no fiduciary duty to the corporation.
164
May shareholders act in their personal interests?
Shareholders may act in their own personal interest.
165
Controlling shareholders may no use their power to what or what?
Defraud or oppress the minority.
166
What is a derivative suit?
A derivative suit is on brought by a shareholder to enforce a corporate cause of action.
167
In a derivate suit, the shareholder must first what?
The shareholder must first make demand on the directors that they prosecute the suit.
168
In a derivative suit, the shareholder must wait how many days before bringing suit after first making demand on the directors that they prosecute the suit.
90 days.
169
The shareholder must wait 90 days before binding suit in a derivative action unless what?
Unless the shareholder is notified sooner that her demand has been rejected or the delay will cause irreparable injury.
170
In order to be eligible to bring suit, the shareholder must what or what?
The shareholder must have owned stock in the corporation at the time the alleged wrong took place or the shares must have devolved upon her by the operation of law.
171
Some courts will dismiss a derivative suit if the corporation what?
If the corporation, through the disinterested directors or an independent special litigation committee, determines as a matter of business judgment that ht suit is not in the corporation's interest.
172
A court may ordre a corporation to what or what?
To reimburse a successful shareholder/plaintiff, or may order an unsuccessful plaintiff to reimburse defendants for their expenses.
173
May a corporation have one or more directors?
A corporation may have one or more directors, as fixe by the articles or bylaws.
174
Directors must be how old?
18 or older.
175
How re directors elected?
Directors are elected by plurality vote.
176
May the board of directors by elected by cumulative voting and staggering of terms.
It is optional that a board of directors be elected by cumulative voting and staggering of terms.
177
May directors be removed with or without cause by shareholders.
Directors may be removed by shareholders with or without cause, unless otherwise provided.
178
What corporation may dispense with or limit the authority of a board of directors?
A corporation having 100 or fewer shareholders may dispense with or limit the authority of a board of directors.
179
Are directors required to meet and act as a board?
Directors are required to meet and act as a board.
180
May the board of directors meetings be by phone conference?
Board of directors meetings may be by phone conference.
181
Is notice of regular meetings of the board of directors required? Notice of special meetings?
Notice of regular meeting is not required but notice of special meetings must be given last least two days in advance.
182
If a director doe not receive required notice and does not attend the board of directors meeting, then what?
Then any action taken ate the meting is unauthorized.
183
What is a quorum in relation to a board of directors meeting?
A quorum consists of a majority of the authorized number of directors, with vacant directorships counted as absent.
184
May the articles of incorporation authorize a quorum to consist of less than a majority but no fewer than one third of the authorized number of directors?
The articles of incorporation may authorize a quorum to consist of less than a majority but no fewer than one third of the authorized number of directors.
185
What amount of directors present at a board of directors meeting must assent to approve an action?
To approve an action the majority of directors present at a board of directors meeting must assent.
186
To approve an action the majority of directors present at a board of directors meeting must assent, unless what?
To approve an action the majority of directors present at a board of directors meeting must assent, unless the articles or bylaws require a greater number.
187
May actions be approve by the board of directors without a meeting if the directors consent unanimously in writing?
Actions may be approved by the board of directors without a meeting if the directors consent unanimously in writing.
188
If a director has entered into an extraordinary contract with another entity on the corporation's behalf, either on his own accord or with the approval of some of the directors or with the approval of all the directors who were called individually, then what?
The director does not have the power to bind the corporation on extraordinary contacts unless there is actual authority to act. Actual authority generally can arise only if proper notice was given for a directors' meeting, a quorum was present, and a majority of the directors approved the action.
189
Directors have powers necessary to what?
Necessary to manage the business of the corporation.
190
Powers necessary to manage the business of the corporation include what?
The power to eke t and remove officers, to declare dividends, and to initiate fundamental changes for submission to shareholders for approval.
191
What do directors have a right to do?
Directors have a right to inspect corporate records, to reasonable rely on information provided by management and experts, to be reimburse for expenses, and general;y to be indemnified in defending their actions taken in good faith.
192
How is directors' compensation determined?
Directors' compensation is only as the bylaws provide.
193
Directors are fiduciaries of the corporation and its shareholders and thus owe what?
Owe fiduciary duties of care and loyalty.
194
In relation to the board of directors, the duty of care means what?
A director must generally exercise the crew and skill of an ordinarily prudent person in like circumstances.
195
Is the standard for the fiduciary duty of care subjective?
.
196
Is the standard for the fiduciary duty of care given exceptions for figurehead directors or for an individual's actual level of skill?
.
197
When does the business judgment rule apply to Florida corporations?
The business judgment rule applies to Florida corporations when a court is called upon to consider the wisdom of directors' decisions.
198
When a court is called upon to to consider the wisdom of directors' decisions, will rational, informed, good-faith decisions over which reasonable persons could have differed be second guessed?
When applying the business judgment rule, Florida courts will not second-guess ration, informed, good-faith decisions over which reasonable persons could have differed.
199
At common law, could directors be held personally liable to the corporation for breaches of the duty of care?
At common law, corrects could be held personally liable to the corporation for breaches of the duty of care.
200
Under Florida statute, can directors be held personally liable to the corporation for breaches of the duty of care?
Under Florida statute, directors cannot be held personally liable to the corporation for breaches of the duty of care.
201
When does the fiduciary duty of loyalty apply in relation to the board of directors?
The fiduciary duty of loyalty applies in relation to the board of directors whenever director has a personal stake in an action to be taken by the board.
202
Is a contract in which a director is financially interested voidable by the corporation?
A contract in which a director is financially interest is not voidable by the corporation.
203
Is a contract in which a director is financially interested voidable by the corporation if the interested director is counted for quorum purposes and votes?
Even if the interested director is counted for quorum purposes and votes, the contract is not voidable if she has made full disclosure of her interest and the contract is approved either by a disinterested majority of the board or by the shareholders or if the contract is fair and reasonable at the time it is approved.
204
Who has the burden of showing fairness in relation to the fiduciary duty of loyalty?
The director who is financially interested in the outcome of an action has the burden of showing fairness.
205
If the interested director fails to disclose to the board her interest in an action, the transaction can be what?
Set aside unless it is fair to the corporation.
206
What is the corporate opportunity doctrine?
The doctrine hat requires directors and officers to inform the corporation of business opportunities of which it might wish to take advantage.
207
If a director fail the corporate opportunity doctrine and personally takes advantage of the opportunity, she may be compelled to what?
She may be compelled to to transfer the benefits to the corporation.
208
In Florida, has director liability to the corporation for breaches of the duty of loyalty been statutorily limited?
In Florida, director liability to the corporation of breaches of the duty of loyalty have been statutorily limited but not abolished.
209
When must a director preset a business opportunity to her corporation and then possibly take advantage of it personally only if the corporation decides not to pursue it?
Whenever a director learns of a business opportunity and her corporation would have an actual or expectant interest in the opportunity, she must present the opportunity to her corporation and pursue it personally only if the corporation decides not to pursue it.
210
If a corporation is not given the chance to take advantage of a business opportunity, the director who benefits personally from the opportunity may what?
The director who benefits personally from the opportunity may be forced to turn over the opportunity and or any profits derived form the opportunity to the corporation.
211
If the general standards of directors were violated, the director who assents to any improper distribution is liable to the corporation for what amount?
For the amount of the distribution in excess of the amount legally available, if the general standards for directors were violated.
212
What defense is available to the director for a violation of the standards of directors?
The director reasonably relied in good faith on financial statements prepared by management or the corporation's public accountants.
213
May directors base a determination that a distribution is not prohibited on the basis of a fair valuation of the corporation's assets?
Directors may base a determination that a distribution is not prohibited on the basis of a fair valuation of the corporation's assets.
214
May directors incur liability under the federal securities laws?
Directors may also incur liability under the federal securities laws.
215
Section 11 of the 19f33 Securities Act provides for what?
A director to be held liable for signing a registration statement that contains materially false or misleading information.
216
Directors on a corporation's audit committee may incur liabilities under the Sarbanes-Oxley Act (SOX) for what three things?
For failure to supervise the company's audit firm, making loans on special terms to director or officers, and making personal stock trades of the company's stock during pension blackout periods.
217
How are officers and agents of a corporation elected or appointed?
Officers and agents of a corporation are elected or appointed by the board of directors.
218
Officers and agents of a corporation carry out their duties under the general supervision of who and in accord with what?
Officers and agent of a corporation cadre out their duties under the general supervision of the board of directors and in accord with corporate policy.
219
Must a corporation have the officers described in its bylaws or appointed by its board of directors?
A corporation must have the officers described in its bylaws or appointed by its board of directors.
220
Although a corporation must have th officers described in its laws or appointed by its board of directors, what?
One person may hold two or more offices.
221
What law applies to give the office or agent the power to bind the corporation in dealings with third parties.
.
222
What is actual authority?
.
223
What is apparent authority?
.
224
Who has implied authority to do acts in the ordinary course of business of a corporation?
.
225
Although the president or CEO has the implied authority to do acts in the ordinary course of business of a corporation, she does not have what?
She does not have implied authority to do extraordinary acts.
226
Officers' fiduciary duties rights and liabilities are similar to those of who?
Those of directors.
227
Under SOX, a corporation's CEO, CFO, or similar officer can be held liable for what?
For falsely certifying a report under the 1934 Securities Exchange Act.
228
Amendments to the articles of incorporation are normally first approved by who and then submitted to the shareholders for their approval?
Amendments to the articles of incorporation are normally first approved by the board of directors and then submitted to the shareholders for their approval.
229
Unless the article of incorporation statute or board requires a greater proportion, the amendment to the articles of incorporation must be approved by what?
A majority of the boys entitled to be cast on th amendment by any on group with respect to which the amendment would create dissenters' rights and the majority vote of every other voting group entitle dot vote on the amendment.
230
If a proposed amendment to the articles of incorporate would adversely affect a particular class of shareholders, then that class is what?
Entitled to to vote (even if it is a nonvoting class) separately on the amendment, and a majority of that class is required.
231
What is the distinction between shareholder voting on regular issues and shareholder voting gone fundamental changes?
Regular issues can be approved by a majority of the votes cast a a board of directors meeting so long as there is a quorum; a fundamental corporate change must be approved by a majority of a the outstanding shares entitled to vote, not just those repressed at a meeting.
232
The board of directors may adopt amendments to the articles of incorporation unless what?
Unless the articles of incorporation provide otherwise.
233
What are examples of amendments to the articles of incorporation that the board of directors may adopt unless the articles of incorporation provide otherwise?
Extending the duration of the corporation, deleting the names of initial directors, and making certain changes to the corporate name without shareholder action.
234
In a merger, on e of the combining corporations remain in being and the other does what?
The other absorbs the first corporation.
235
In a share exchange, one corporation acquires all of the what?
All of the outstanding shares of one or more classes or series of another corporation.
236
In Florida, practically any legally recognized business entity can do what?
Can merge into another business entity.
237
During a merger, generally the directors of both corporations develop a plan of what?
Both corporation develop a plan of merger or share exchange.
238
A plan of merger or share exchange must be approved by what?
A majority or greater proportion as the articles may require of the shareholders of each corporation.
239
An approved plan becomes effective when what?
When the articles of merger or share exchange are filled with the department of state.
240
What is a short form merger?
A short form merger is the merging of a parent and a subsidiary at least 80% owned by the parent and does not require shareholder approval.
241
Does a short form merger require the approval of shareholders?
A short form merger does not require shareholder approval.
242
Is the sale of all or substantially all of a corporation's assets deemed a fundamental change?
The sale of all or substantially all f a corporation's assets is deemed to be a fundamental change.
243
The sale of all or substantially all of a corporation's assets must be approved by who?
Approved by the shareholders of the acquired corporation.
244
Where a sale of assets is mad in exchange for stock of the acquiring corporation which assumes the liabilities of hate acquired corporation and the latter dissolves, distributing the stock received to its shareholders has the net effect of what?
The net effect of something almost identical to a merger.
245
When a sale of assets is mad in exchange of stock of the acquiring corporation which assumes the liabilities of the acquired corporation and the latter dissolves, some courts treat the sale as a what?
De facto merger.
246
What does a de facto merger entitle the shareholder of the acquiring corporation to?
To a vote and other rights.
247
Does Florida have case law accepting or rejecting the de facto merger doctrine?
Florida has no case law either accepting or rejecting the de facto merger doctrine.
248
Generally a corporation purchasing the entire assets of another does or does not, by reason of the purchase, become liable for the other's debts?`
Generally a corporation purchasing the entire assets of other does not become by reason of the purchase become liable for the other's debts.
249
Generally a corporation purchasing the entire assets of another does not become by reason of the purchase liable of the other's debts, unless what?
Unless it agrees to assume them.
250
What may shareholders who are dissatisfied with the terms of a fundamental corporate change usually be permitted to do?
To compel the corporation to buy their shares at a fir value by following a special statutory procedure.
251
What is the appraisal right?
The fair value at which a dissatisfied shareholder is usually permitted to compel the corporation to buy their shares.
252
The appraisal right is generally a shareholder's exclusive remedy for a completed corporate action absent what?
Absent fraud, misrepresentation, or improper procedure.
253
Does any shareholder entitled to vote on a plan of merger or conversion and shareholders of the subsidiary in a short form merger have the right to dissent?
Any shareholder entitled to vote on a plan of merge tor conversion and shareholders of any subsidiary in a short form merger have the right to dissent.
254
Do shareholders of the corporation whose shares are then acquired in a share exchange have the right to dissent?
Shareholders of the corporation whose shares are then acquired in a share exchange have the right to dissent.
255
Does a shareholder who is entitled to vote on a disposition of all or substantially all the corporation's property outside the usual and regular course of business entitled to dissent?.
A shareholder who is entitled to vote on a disposition of all or substantially all the corporation's property outside the usual and regular course of business is entitled to dissent.
256
May a shareholder who's shares will be reduced to fractional shares by an amendment to the articles and repurchased by the corporation dissent?
A shareholder who's shares will be reduced to fractional shares by an amendment to the articles and repurchased by the corporation may dissent.
257
May a shareholder dissent with regard to other amendments to the articles of incorporation to the extent provided for in the articles, bylaws, or a board resolution?
A shareholder may dissent with regard to other amendments to the articles of incorporation tot he extent provide for in the articles, bylaws, or a board resolution.
258
Are appraisal rights generally not available for holders of any certain class or series of shares?
Appraisal rights generally are not available for holders of any certain class or series of shares.
259
Appraisal rights generally are not available for holders of any class or series of shares that what or what?
That is trade don a national securities exchange or that has at least 2,000 shareholders and the outstanding shares of the class or series has marked value of at least $10 million (excluding the value of shares held by subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10% of such shares).
260
If an action will be submitted to a vote eat a shareholders' meeting, the meeting notice must ate what?
Whether the shareholders will be entitled to assert appraisal rights.
261
If appraisal rights are or may be available to a shareholder then what must accompany the meeting notice?
A copy of the relevant statutes.
262
A shareholder who wishes to exercise her appraisal right must what?
Must, before a vote is taken, deliver written notice of her intent to demand payment for her shares if the proposed action is taken.
263
A shareholder who wishes to exercise her appraisal right cannot what?
Cannot vote in favor of the proposed action.
264
If a proposed action is approved at the shareholders' meeting then the corporation must what?
Notify, within ten days after the vote, all shareholders who filed an intent to demand payment.
265
The notice within ten days after a proposed action is approved at the shareholders' meeting, to all shareholders who filed an intent to demand payment must what?
Must tell the shareholders when and where they must submit their shares and state the other terms of the repurchase and state the corporation's estimate of the fair value of the shares and be accompanied by the corporation's balance sheet and income statement.
266
The corporation needing to make payment of the fair value of the shares cannot set the time for receiving the payment demands when?
Less than 40 days or more than 60 days after the date the corporation's notice is delivered.
267
A shareholder who is sent a dissenter's notice must then what?
Demand payment in accordance with the notice given by the corporation.
268
Unless the corporation is insolvent when the proposed action is taken, ti must pay the dissenters what?
The amount that the corporation estimates is the fair value of the shares within 90 days of receipt of the shareholder's demand.
269
If the shareholder is dissatisfied with the corporation's determination of value, then she must what?
She must notify the corporation of her estimate of the fair value and demand payment of that estimate plus interest.
270
If the corporation does not want to pay out what a shareholder demands as the fair value of her shares, it must what?
It must file an action in court within 60 days after receiving the shareholder's demand, requesting the court to determine the fair value of the shares.
271
If the corporation does not commence the proceeding for investigation into the fair value of shares within 60 days of receiving shareholder's demand, any shareholder who made demand can what?
Can file suit on behalf of the corporation.
272
The corporation must pay the amount determined to be the fair value of shares by the court within how may days after a final determination by the court.
Within ten days after a final determination by the court.
273
What is dissolution?
Dissolution is the legal termination of the corporate entity.
274
What is liquidation?
Liquidation is the process of marshaling a corporation's assets, paying all its debts, and distributing the residual property or proceeds, if any, to the shareholders.
275
When may a corporation voluntarily liquidate and dissolve?
At any time without judicial supervision.
276
When must notice be given to all known creditors of a corporation?
When a corporation voluntarily liquidates and dissolves.
277
In Florida,the article of dissolution are not filed until when?
Until the liquidation has been completed.
278
Any shareholder can bring an action to have the corporation what?
Involuntarily liquidated.
279
To have the corporation involuntarily liquidated and dissolved, what?
The corporation is threatened with irreparable injury and there is a deadlock of the directors or the shareholders are deadlocked and unable to elect successor directors.
280
A shareholder or group of shareholders in a corporation having 35 or fewer shareholders can bring an action to have the corporation dissolve dif what?
If there is waste or misappropriation of the corporate assets or th redirectors or those involved int eh control of the corporation are acting will act or have acted illegally or fraudulently.
281
Involuntary liquidation is discretionary with the court and usually what?
Usually will not be granted unless it is necessary to prevent irreparable injury and is in the best interest of th corporation and of the shareholders as a whole.
282
Unsatisfied judgment creditors may what?
Sue to liquidate an insolvent corporation.
283
The state may seek involuntary administrative dissolution of a corporation of what?
For fraud, illegality, abuse of corporate powers or failure to file an annual reporter or appoint a resisted agent.
284
In an action for dissolution the court has alternative remedies that it may impose instead of dissolution such as what?
Such as appointment of a receiver or provisional director.
285
After dissolution, a claim my be entered against the corporation to the extent of what?
To the extent of its undistributed assets.
286
If the corporation's assets have been distorted in liquidation then what?
Then a claim may be entered against a shareholder to the extent to the shareholder's pro rate share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less.
287
How may a corporation limit its liability for claims after dissolution?
It may file a notice of dissolution with the department of state and require that persons with claims that are not known present them in accordance with the notice or within ten days after adopting the articles of dissolution publish a notice of corporate dissolution once a week for two consecutive weeks.
288
The notice of corporate dissolution once a week for tow consecutive weeks should be in a newspaper of what or Florida county in which what or if none, in a Florida county in which what?
In a newspaper of general circulation in a Florida county in which the corporation has its principal office or if none in a Florida county in which the corporation owns real or personal property.
289
Notice after dissolution in order to limit the liability of the corporation to claims, must what?
Must provide a mailing address to which the claim may be sent and state that a claim will be bared unless processing to enforce the claim is commenced within four years.
290
The Florida state for proceedings after dissolution provides that dissolution what?
That dissolution shall not impair any remedy averrable to or against the corporation if action is commenced within three years after dissolution.
291
The Florida statute for proceedings after dissolution proved that dissolution what?
That dissolution shall not impair any remedy available to or against any claims by or against any officer director or shareholder.
292
By what do the directors at the time of dissolution become trustees for any proper owned or thereafter acquired by the dissolved corporation and continue as such for three years or for such longer period as any real property is held of record by the dissolved corporation?
By operation of law.
293
An affilitated transaction with an interested shareholder owning more than 10% of the corporation's shares must also be approved by who?
By a majority of the corporation's disinterested directors or two thirds vote of the disinterred shareholders unless the consideration to be received by the remaining public shareholders is far or another exception is met.
294
A Florida corporation may opt out of such requirements by what?
By charter or by bylaw amendment.
295
The affiliated transactions statute is inapplicable to corporation with what?
With fewer than 300 shareholders.
296
What is a business trust?
A common law form of business association based on the trust concept and governed in large part by trust law.
297
Is th validity of business trusts recognized by Florida statute?
The validity of business trusts is recognized by Florida statute.
298
Are business trusts deemed legal entities for most purposes in Florida?
Business trusts are not deemed legal entity for most purposes in Florida.
299
Business trust are not deemed legal entities for most purposes in Florida, except?
Except under federal bankruptcy law.
300
May a business trust engage in banking or a security business?
Business trust may not engage in banking or a security business.
301
A business trust is created by what?
By a deed or deflation of just which must be filed with the secretary of state before any business can be legally transacted.
302
The settlor transfers th assets of the business enterprise to trustees, who do what?
Manage it for beneficiaries usually called shareholders.
303
Beneficiary shareholders are issued what?
Transferable certifictes evidencing their interest.
304
the trustees may be held personally liable to trust creditors and are the proper what?
Parties for suits by tor against th trust.
305
Are shareholders generally held liable?
Shareholders generally are not held liable.
306
For Federal income tax purposes, business trusts are usually classified as what?
As associations and thus taxed as corporations.
307
Special rules apply to what investment trusts to eliminate th double taxation effect?
To real estate investment trusts.
308
For state ad valorem tax purposes, shares of a business trust are considered what?
Personal property.
309
MOst dtates pronibit professionals form what?
Forming general corporations fo rt. purpose of practicing their professions.
310
Why do most states prohibit professionals from forming general corporations of the purpose of processing their professions?
The idea that professionals should not be able to avoid personal liability for their own malpractice by hiding behind th corporate veil.
311
Florida began to adopt special statutes permitting professionals o incorporate so that they could take advantage of what?
Of certain federal tax provision that were available only to corporations.
312
Florida's professional corporation special statutes generally treat professional corporation like what?
Like an other corporation but limit share ownership to licensed professionals and make it clear th a professional practicing in the corporation will still be personally liable for his own malpractice despite the corporate form.
313
What is a not for profit corporation?
One that doe snot distribute income to its members directors or officers.
314
What purpose may a not for profit be organized for?
Any lawful purpose other than pecuniary gain (charitable benevolent, educational, religious, social, athletic, scientific, and trade association purposes).
315
Articles of incorporation for a not for profit in Florida are the same as the requirements for corporations except what?
Except a not for profit's articles of incorporation must also set forth the corporation's purpose in order to have formation.
316
Do not for profits need to have members?
Not for profits may but need not have members.
317
Do members of not for profits have voting rights?
Members of not for profits have no voting or other rights except as provided in the articles of incorporation or bylaws.
318
Are members of a not for profit personally liable for corporate obligations?
Members of a not for profit are not personally liable for corporate obligations.
319
May members of a not for profit generally be paid any part of the income of the corporation?
Members of a not for profit generally may not be paid any part of the income of the corporation.
320
Members of a not for profit generally may not be paid any part of the income of the corporation, although what?
Although members may be paid reasonable compensation for their services.
321
A board of directors for a not for profit must consist of what?
Three or more individuals with the number specified in or fixed in accordance with the articles of incorporation or the bylaws.
322
May a not for profit generally make loans to its directors?
A not fo profit generally may not make loans to its directors.
323
May the directors of a not for profit be removed from office with or without cause by the vote of the members like directors for a for profit corporation?
Directors of a not for profit may be removed from office with or without cause by the vote of the members like directors of a for profit corporation.
324
What must a plan for the distribution of assets for a not for profit provide?
A plan for the distribution of assets for a not for profit must provide that all obligations and liabilities be paid, all assets be returned or donated to similar charity if held of such condition and all other assets be distributed as provided in the article of incorporation or bylaws, which may provide for the distribution to the members or other charities.
325
Foreign corporations must be what to do business within Florida?
Qualified or authorized.
326
The formalities for foreign corporations are similar to what?
To those for incorporation.
327
Foreign corporations must do what three things?
Maintain a registered office in the state, appoint a registered agent, and file an annual report.
328
Does the state regulate the internal affairs of foreign corporations?
The state does not regulate the internal affairs of foreign corporations.
329
Foreign corporations that transact business in Florida without authority may not what but may what?
May not sue in Florida courts but they may defend.
330
Are the contracts of foreign corporations that transact business in Florida without authority impaired?
The contracts are not impaired.
331
May the state sue to recover the amount of all fees and taxes that would have been due upon qualification plus a forfeiture of $500-$1,000 per year in which the foreign corporation failed to qualify?
The state may sue to recover the amount of all fees and taxes that would have been due upon qualification plus a forfeiture of $500-$1,000 per year in which the foreign corporation failed to qualify.
332
How may process be served on various officers and agents in Florida corporations?
President, to any officer or business gent residing in the state.
333
May process always be served on a corporation's registered agent?
Process may always be served on a corporation's registered agent.
334
What happens if service cannot be made on a corporation's registered agent because of the corporations failure to comply with all statutory requirements?
Then service may be made on any employee at the corporation's place of business.
335
When is service by publication permitted for a corporation?
Only where it is not possible to serve any eligible officers or agents within or outside the sate because they cannot be found, conceal themselves, or are unknown.
336
What permits a state to exercise in personam jurisdiction over any foreign corporation which has sufficient minimum contacts with the state such that suit there does not offend traditional notions of fair play and substantial justice?
Constitutional due process.
337
Florida's long arm statute asserts jurisdiction over what?
Over any corporation that operates or conducts a business or business venture in Florida or that has an office or agency in the state.
338
Is jurisdiction over corporations still limited to actions raising from or connected with such business?
No.
339
Full plenary jurisdiction is asserted over what?
Over any corporation actually conducting business from an office in the state or engaging in substantial activities in Florida.
340
Who may process on a foreign corporation be served on?
On any agent transacting business in the state of Florida as well as on the same officers and agents as for domestic corporations.
341
What happens if a foreign corporation has no resident officer or registered agent in Florida in relation to service of process?
Substituted service may be made on the secretary of state or personally outside the state.
